• Report: #952259

Complaint Review: Apria Healthcare

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  • Submitted: Mon, October 08, 2012
  • Updated: Fri, November 30, 2012

  • Reported By: Hannebear — Indianapolis Indiana U.S.A.
Apria Healthcare
26220 Enterprise Court, Lake Forest, California United States of America

Apria Healthcare Three months delay of advising of Security Breach Lake Forest, California

*Consumer Comment: Aetna Healt plan

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Have been customers of Apria Healthcare upon them buying Praxair for some time. On October 6, 2012, we received a letter from Apria with the above address that one of its employees had left his/her laptop in a locked vehicle, which was stolen. Personal information including SS#, DOB, and other health information. This incident happened on June 14, 2012, and this company never informed us before.  They are offering one year security protection with Experian.  Apria dealt with negligence and should be fully rresponsible for the Security Breach.

This report was posted on Ripoff Report on 10/08/2012 08:17 AM and is a permanent record located here: http://www.ripoffreport.com/r/Apria-Healthcare/Lake-Forest-California-92630/Apria-Healthcare-Three-months-delay-of-advising-of-Security-Breach-Lake-Forest-Californi-952259. The posting time indicated is Arizona local time. Arizona does not observe daylight savings so the post time may be Mountain or Pacific depending on the time of year.

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#1 Consumer Comment

Aetna Healt plan

AUTHOR: Harlan - (USA)

Aetna should stop using. this company is the no good at all Lie and there CEO is not DANIEL STARK BUT
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549    FORM 8-K
   
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 Date of Report (Date of Earliest Event Reported): November 29, 2012
   
Apria Healthcare Group Inc. (Exact name of registrant as specified in its charter)  
   












Delaware
 
333-168159
 
33-0488566

(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)




26220 Enterprise Court
Lake Forest, California
 
92630

(Address of principal executive offices)
 
(Zip Code)
Registrants telephone number, including area code: (949) 639-2000
Not Applicable Former name or former address, if changed since last report  
  Check
the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:  



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
 






Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Chief Executive Officer and Chairman
On November 29, 2012, Apria Healthcare Group Inc. (the Company)
announced that Norman C. Payson, M.D., has retired
from his positions as Chief Executive Officer (CEO) and Chairman of the
Board of Directors of the Company. Dr. Payson will remain on the
Companys Board of Directors and serve as a senior advisor to the
Company.
Appointment of New Chief Executive Officer and Chairman
The
Company also announced that John G. Figueroa has been appointed CEO of
the Company and Chairman of the Companys Board of
Directors, succeeding Dr. Payson. Mr. Figueroa will also assume the CEO
position for the Companys home infusion business unit, Coram LLC. Departure of Named Executive Officer The Company also announced
that Daniel E. Greenleaf, the Chief Executive Officer of Coram, is leaving the Company to pursue other business opportunities.
The above changes are effective immediately. Mr. Figueroa,
age 49, most recently served as CEO and Board Member of Cincinnati,
Ohio-based Omnicare, Inc., a Fortune 500 healthcare services company
providing pharmaceuticals and related services
to long-term care facilities and specialized drugs for complex disease
states. Prior to joining Omnicare, Mr. Figueroa served as President of
McKesson Corporations U.S. Pharmaceutical Group from 2006-2010 after
holding progressively more responsible operations and sales positions in
the companys Supply Solutions, Pharmaceutical and Health Systems
groups from 1997 through early 2006. He spent the initial years of his
career in various sales
and operations roles for Baxter Healthcare Corporations Hospitex and
Medical Surgical divisions. A
1986 graduate of the
University of California at Los Angeles with a B.A. in English and a
B.A. in Political Science, Mr. Figueroa also holds a Master of Business
Administration degree from Pepperdine University in Malibu, California,
where he was honored as a
Distinguished Alumnus in 2009. From 1985 through 1990, he served as a
Commissioned Officer in the United States Army. Mr. Figueroa is a member
of the board of directors of Reliance Steel & Aluminum Co.
Additional information about the management changes described above is included in the Companys press release issued on
November 29, 2012, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Dr. Paysons Services Agreement In
connection with his
retirement, Dr. Payson entered into a services agreement, effective
November 29, 2012, with the Company and its affiliates pursuant to which
Dr. Payson has agreed to act as a senior advisor to the Company and its
affiliates and has
agreed to continue to serve as a member of the Board of Directors of the
Company. Dr. Paysons services agreement has a four-year term ending
November 29, 2016, which term may be extended by mutual agreement of the
parties.
Compensation Arrangements Dr. Paysons services agreement also includes the terms summarized below:  


 

 
advisory fee at an annual rate of $350,000; and  


 

 
reimbursement
of reasonable and customary business expenses, including reimbursement
for the use of Dr. Paysons private plane for Apria
business travel in an amount not to exceed $750,000 annually. Termination Provisions
Generally, Dr. Paysons services agreement may be terminated by either the Company and its affiliates or Dr. Payson at any
time upon 30 days advance written notice.



Dr. Paysons Equity Arrangements
Pursuant to Dr. Paysons services agreement, Dr. Paysons management unit subscription agreement with BP Healthcare
Holdings LLC (BP Healthcare) entered into on November 21, 2008 (the 2008 Unit Agreement)
has been amended to provide new vesting terms for the Class B Units
subject to performance-based vesting. Pursuant to
this amendment, in the event that Dr. Paysons advisory or board
services are terminated prior to December 29, 2012, none of these
performance-vesting Class B Units will vest, and in the event of
termination on or after
December 29, 2012, the units will vest in equal monthly installments
over a two-year period. Notwithstanding the foregoing, if (1) a change
in control of Holdings occurs while Dr. Payson still serves as an
advisor or director, or
(2) Dr. Paysons advisory or board services are terminated by the
Company or its affiliates without cause or he resigns as a result of
constructive termination on or prior to November 29, 2014, then all of
the performance-vesting
Class B Units granted to Dr. Payson under the 2008 Unit Agreement will
immediately vest. In addition, none of the performance-vesting Class B
units will be subject to call rights.
These
vesting terms are in addition to those set forth in the original 2008
Unit Agreement, which provides that 50% of the
performance-vesting Class B Units granted under the 2008 Unit Agreement
will vest if Blackstone Capital Partners V L.P. and its affiliates (the Sponsor) receive cash proceeds equal to at least 200% of their aggregate capital
contributions in respect of all of their units in Apria Holdings LLC (Holdings)
and the other 50% will vest if the Sponsor receives cash proceeds equal
to at least 300% of its aggregate capital contributions in respect of
all of
its units in Holdings. Any of the performance-vesting Class B Units
granted under the 2008 Unit Agreement that are unvested as of the second
anniversary of the date on which Dr. Paysons employment is terminated
will be forfeited by
Dr. Payson. In
addition, in connection with his services agreement, on November 29,
2012, Dr. Payson and BP
Healthcare entered into a new management unit subscription agreement
pursuant to which Dr. Payson has been granted 3,830,365 Class B Units of
BP Healthcare (a corresponding number of Class B Units will be granted
by Holdings to BP Healthcare).
Class B Units of BP Healthcare are limited liability company profits
interests having economic characteristics similar to stock appreciation
rights and representing the right to share in any increase in the equity
value of BP Healthcare that exceeds
a threshold of $1.00 per unit. Therefore, a Class B Unit generally has a
value at any given time equal to the value of a Class A Unit in BP
Healthcare minus $1.00. The Class B Units granted to Dr. Payson contain a
special term that would
require the value of BP Healthcares Class A Units to exceed $1.10 for
him to receive any value, such that no payment would be made in respect
of a Class B Unit if the value of a Class A Unit fails to exceed $1.10.
The
Class B Units generally vest in equal installments every three months
over a period of four years from the grant date, subject to
Dr. Paysons continued advisory or director services for the Company. In
addition, these units will vest in full if a change in control of
Holdings occurs while Dr. Payson still serves as an advisor or director.

Upon
termination of Dr. Paysons services for any reason, all of
Dr. Paysons new Class B Units that are unvested
will be forfeited. In addition, if Dr. Payson is terminated by the
Company or its affiliates for cause (or by Dr. Payson when grounds exist
for a termination by BP Healthcare or any of its subsidiaries for
cause), then all of
Dr. Paysons vested new Class B Units will also be forfeited. As
a condition of receiving the new Class B Units,
Dr. Payson has agreed to certain restrictive covenants, including
confidentiality of information, noncompetition and non-solicitation
covenants that are substantially similar to the covenants in his 2008
Unit Agreement. As provided in his 2008
Unit Agreement, the confidentiality covenant has an indefinite term, and
the non-competition and non-solicitation covenants each have a term
effective both during the term of Dr. Paysons services and for twelve
and twenty-four months,
respectively, following a termination of his services. Mr. Figueroas Employment Agreement
In
connection with Mr. Figueroas appointment as Chief Executive Officer
of the Company and Holdings, the
Company entered into an employment agreement with Mr. Figueroa,
effective November 29, 2012. Mr. Figueroas employment agreement has a
five-year initial term. The initial term will be automatically extended
for successive
one-year terms thereafter unless one of the parties provides the other
with written notice of non-renewal at least sixty days prior to the end
of the applicable term. Compensation Arrangements Mr. Figueroas employment agreement
also includes the terms summarized below:  


 

 
base salary at an annual rate of $750,000, subject to increases as determined by the Companys Board of Directors;






 

 
target
annual bonus award of not less than 100% of base salary (and a maximum
bonus award of not less than 200% of base salary), based upon certain
performance goals established by the Companys Board of Directors;  


 

 
reimbursement (on a tax grossed-up basis) of reasonable costs associated with his relocation;
 


 

 
participation in the Companys employee benefit plans; and
 


 

 
reimbursement of reasonable and customary business expenses.
Termination and Other Provisions Generally,
either party may terminate Mr. Figueroas employment agreement at any
time, but Mr. Figueroa must provide 60 days advance written notice to
the Company of his resignation.
Pursuant
to the terms of Mr. Figueroas employment agreement, if Mr. Figueroas
employment is terminated
in the event of death or disability, in addition to certain accrued
amounts, Mr. Figueroa will be entitled to receive a pro rata portion of
his annual bonus in respect of the year of termination. Following
termination in the event of death or
disability, except as set forth in this paragraph, Mr. Figueroa will
have no further rights to any compensation or any other benefits under
his employment agreement. Pursuant
to the terms of Mr. Figueroas employment agreement, if Mr. Figueroas
employment is terminated without cause by the Company or by him as a
result of a constructive
termination, Mr. Figueroa will be entitled to receive, in addition to
certain accrued amounts, the following additional benefits:  


 

 
a pro rata portion of his annual bonus in respect of the year of termination;
 


 

 
subject
to his compliance with the restrictive covenants described below, an
amount, payable over 24 months, equal to two times the sum of (x) his
annual base salary and (y) an amount equal to his target annual bonus if
the termination occurs on or prior to December 31, 2014, or if the
termination occurs after December 31, 2014, the average of his annual
bonuses payable for the
immediately preceding two fiscal years (the Severance Amount); and  


 

 
a lump sum payment equal to 24 times the monthly cost of COBRA continuation coverage under the Companys group health plans.
The
amounts payable to Mr. Figueroa upon a termination of employment
described above are subject to
Mr. Figueroa providing a release of all claims to the Company.
Furthermore, the payment of the Severance Amount is contingent upon
Mr. Figueroas continued compliance with the non-competition,
non-solicitation, non-disparagement and
confidentiality covenants contained in his employment agreement. The
confidentiality covenant has an indefinite term, and the
non-competition, non-solicitation and non-disparagement covenants each
have a term effective both during employment and for
twenty-four months following a termination of his employment. In
addition, Mr. Figueroas employment agreement includes certain customary
indemnification and other provisions, including a provision that, in
the event of any action by
either party to the agreement against the other party by reason of a
breach of the agreement, the prevailing party would be entitled to
recover costs and expenses of that action, including reasonable
attorneys fees, accounting or other
professional fees resulting therefrom. Mr. Figueroas Equity Arrangements
In
connection with his employment, on November 29, 2012, Mr. Figueroa and
Holdings entered into a management unit subscription
agreement pursuant to which Mr. Figueroa has agreed to purchase
1,000,000 Class A-2 Units of Holdings for $1,000,000 (or $1.00 per
Class A-2 Unit) and is being granted 12,257,169 Class B Units in
Holdings. In addition,
Mr. Figueroa will have the right, but not the obligation, to purchase up
to an additional 9,814,533 Class A-2 Units for a period of six months
following November 30, 2012, the date of his initial purchase. The
Class A-2 Units are
equity interests in Holdings and have economic characteristics that are
similar to those of shares of common stock in a corporation, except that
the Class A-2 Units being acquired by Mr. Figueroa contain different
economic terms than
Holdings normal Class A-2 Units and will not entitle him to receive any
value above $1.00 per Class A-2 Unit unless and until the cumulative
value attributable to each of his Class A-2 Units exceeds $1.10, at
which point the
special Class A-2 Units will become entitled to receive $0.10 per unit
and thereafter will become entitled to receive the same amount as other
Class A-2 Units. All of Mr. Figueroas Class A-2 Units will be fully
vested when
purchased.



Class
B Units of Holdings are limited liability company profits interests
having economic
characteristics similar to stock appreciation rights and representing
the right to share in any increase in the equity value of Holdings that
exceeds a threshold of $1.00 per unit. Therefore, a Class B Unit
generally has a value at any given time
equal to the value of a Class A Unit minus $1.00. However, the Class B
Units granted to Mr. Figueroa contain a special term that requires the
value of Holdings Class A Units to exceed $1.10 in order for him to
receive any value
from such units, such that no payment would be made in respect of his
Class B Units if the value a Class A Unit fails to exceed $1.10. All of
Mr. Figueroas Class B Units will be time-vesting, with 20% of the Class
B Units vesting on
November 30, 2013 and an additional 5% of the Class B Units vesting
every three months for a period of four years thereafter. The Class B
Units will become fully vested if a change in control of Holdings occurs
while Mr. Figueroa is still
employed with the Company. Any Class B Units that are unvested upon
termination of Mr. Figueroas employment will be forfeited. Prior
to an initial public offering of Holdings or any of its subsidiaries or
his termination of employment with the Company, Mr. Figueroa will have
preemptive rights that give him the right to
maintain his then pro rata share of Holdings issued and outstanding
common membership units by purchasing additional common membership units
(or other equity securities or securities convertible into or
exchangeable for any such units or
equity securities) each time Holdings proposes to issue or sell such
units or securities to any person, subject to certain exceptions set
forth in the management unit subscription agreement.
If
Mr. Figueroas employment is terminated due to death or disability
prior to an initial public offering of Holdings or any of
its subsidiaries, he has the right, subject to certain limitations, for a
specified period following the termination date, to cause Holdings to
purchase on one occasion all, but not less than all, of his Class A-2
and vested Class B Units at
the fair market value of such units. If
Mr. Figueroas employment with the Company or any of its subsidiaries
is
terminated by the Company for any reason, Mr. Figueroa materially
violates any of the restrictive covenants described below contained in
the management unit subscription agreement (a Restrictive Covenant Violation)
or
Mr. Figueroa accepts a consulting or employment relationship with (or
acquires any financial interest in) a direct competitor of the Company
at any time after the twenty-four month period following a termination
of his employment (a
Competitive Activity) without the consent of Holdings Board of
Directors, then Holdings has the right for a specified period to
purchase from Mr. Figueroa all vested Class B Units held by him at
(1) the lesser of
fair market value thereof and cost, in the event of termination for
cause, a Restrictive Covenant Violation or a voluntary resignation where
cause exists, which means that such vested units will be effectively
forfeited, (2) the fair market
value thereof, in the event of termination due to death or disability,
termination without cause, resignation as a result of constructive
termination or if Mr. Figueroa engages in a Competitive Activity, or
(3) the lesser of fair market
value thereof and cost, in the event of a voluntary resignation on or
before November 30, 2014 where grounds for cause do not exist, or the
fair market value thereof, in the event of a voluntary resignation after
November 30, 2014 where
grounds for cause do not exist. In certain circumstances the Company has
the right to clawback and recover any gains Mr. Figueroa may have
realized with respect to his Class B Units if he is terminated for cause
or he voluntarily
resigns where grounds for cause exist and the Company notifies him of
such fact within 30 days of his resignation. In addition, Holdings has
the right for a specified period to purchase from Mr. Figueroa all of
the Class A-2 Units held by
him at (1) the lesser of fair market value thereof and cost, in the
event of a termination for cause, a Restrictive Covenant Violation or a
voluntary resignation where grounds for cause exist and (2) the fair
market value thereof, in the
event of termination for cause or Mr. Figueroa engages in any
Competitive Activity without the consent of our Board of Directors. As
a condition to receiving the units, Mr. Figueroa has agreed to certain
restrictive covenants, including confidentiality of information,
noncompetition, non-solicitation and non-disparagement
covenants in his management unit subscription agreement. Similar to his
employment agreement, the confidentiality covenant has an indefinite
term, and the non-competition, non-solicitation and non-disparagement
covenants each have a term effective
both during employment and for twenty-four months following a
termination of his employment. In
connection with his
subscription for equity units of Holdings, Mr. Figueroa also entered
into the limited liability company agreement of Holdings and the
securityholders agreement of Holdings. These agreements contain certain
rights and obligations of the parties
thereto with respect to governance, distributions, indemnification,
voting, transfer restrictions and rights, including tag-along rights,
drag-along rights, registration rights and rights of first refusal, and
certain other matters.
 


Item 9.01
Financial Statements and Exhibits (d) Exhibits  










99.1
  
Press release of Apria Healthcare Group Inc., dated November 29, 2012.




SIGNATURES Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
 















 

 
APRIA HEALTHCARE GROUP INC.






Date: November 29, 2012
 

 
By:
 
/s/    ROBERT S.
HOLCOMBE


 

 
Name:
 
Robert S. Holcombe


 

 
Title:
 
Executive Vice President, General Counsel and Secretary













Exhibit
No.
  
Subject Matter






99.1
  
Press release of Apria Healthcare Group Inc., dated November 29, 2012
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